Business Pipe Document

BUSINESS PIPE DOCUMENT

This Business Pipe Document (the Agreement) is entered into as of by and between:

RECITALS

WHEREAS, Client operates a business that requires generation, qualification and management of prospective commercial opportunities and desires to engage Provider to perform pipeline development services on the terms and conditions set forth herein; and

WHEREAS, Provider possesses expertise, personnel and systems for sourcing, qualifying and maintaining a sales pipeline of prospective customers and is willing to provide those services to Client in consideration of the compensation described in this Agreement; and

WHEREAS, the parties intend that this Agreement govern the relationship between them with respect to the provision, tracking and transfer of business opportunities, leads and related pipeline data.

SCOPE OF WORK

Provider shall perform the services described below and shall use commercially reasonable efforts to achieve the agreed milestones and deliverables. Provider will act as an independent contractor and not as an employee or agent of Client.

PAYMENT TERMS

In consideration for the services described in this Agreement, Client shall pay Provider the fees and reimbursements set forth below. All payments are exclusive of taxes unless otherwise stated.

Invoices are due and payable within days of invoice receipt. Overdue amounts shall accrue interest at the lesser of (i) a rate of percent per month or (ii) the maximum rate permitted by applicable law. Client shall also reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in performance of the services upon submission of appropriate documentation.

TERM AND TERMINATION

The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing the other party with not less than days' prior written notice. Either party may terminate for material breach by the other party if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means any non-public information disclosed by one party (Discloser) to the other (Recipient) that is identified as confidential or would reasonably be understood to be confidential given the nature of the information. Confidential Information includes, without limitation, lead lists, prospect contact information, contractual terms, pricing, business strategies, technical data and pipeline records.

Recipient shall (i) hold Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, agents or subcontractors who have a need to know and who are bound by confidentiality obligations no less restrictive than those contained herein. Confidential Information does not include information that (a) is or becomes public through no fault of Recipient, (b) was known to Recipient prior to disclosure as evidenced by written records, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Discloser's Confidential Information.

The obligations under this Section shall survive termination or expiration of this Agreement for a period of months from the date of such termination or expiration.

ADDITIONAL PROVISIONS

Relationship of Parties: Provider is an independent contractor. Nothing in this Agreement creates a joint venture, partnership, franchise or employment relationship between the parties.

Assignment: Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that a party may assign this Agreement without consent in connection with a merger, sale of substantially all assets or other change of control.

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. Each party consents to the exclusive jurisdiction of the state and federal courts located in that State for resolution of disputes.

Entire Agreement: This Agreement, including its exhibits and attachments if any, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, negotiations and understandings, whether written or oral. Any amendment or modification must be in writing signed by authorized representatives of both parties.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnitor) shall defend, indemnify and hold harmless the other party (Indemnitee) from and against any third party claims arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct or infringement of third party intellectual property rights, except to the extent caused by Indemnitee's own negligence or willful misconduct. Except for liability arising from a party’s gross negligence, willful misconduct, or its breach of confidentiality or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages or for lost profits, and each party’s aggregate liability shall not exceed the fees paid by Client to Provider under this Agreement in the twelve (12) months preceding the event giving rise to liability.

SIGNATURES

Sign Now